AGREEMENT AND PLAN OF MERGER by and among NEW REMY CORP., REMY INTERNATIONAL, INC., NEW REMY HOLDCO CORP., NEW REMY MERGER SUB, INC., OLD REMY MERGER SUB, INC. and FIDELITY NATIONAL FINANCIAL, INC. dated as of September 7, 2014Merger Agreement • September 9th, 2014 • Remy International, Inc. • Motor vehicle parts & accessories • Delaware
Contract Type FiledSeptember 9th, 2014 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2014 (this “Agreement”), is by and among New Remy Corp., a Delaware corporation (“New Remy”), Remy International, Inc., a Delaware corporation (“Old Remy”), New Remy Holdco Corp., a Delaware corporation (“New Holdco”), New Remy Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of New Holdco (“Merger Sub One”), Old Remy Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of New Holdco (“Merger Sub Two”), and Fidelity National Financial, Inc., a Delaware corporation (“FNF”). Certain capitalized terms used in this Agreement are defined in Section 10.10.